--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-061988" form_type: "8-K" ticker: "COP" cik: "0001163165" company_name: "CONOCOPHILLIPS" filed_at: "2023-05-18T23:59:59+00:00" generated_at: "2026-06-14T20:49:29.925901+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # ConocoPhillips shareholders approve 2023 omnibus equity plan; bylaws amended ## Summary - 36M shares authorized under 2023 Omnibus Stock Plan (26M new + 10M from prior plan) effective May 16, 2023. - Bylaws amended to align with Delaware law, enhance stockholder meeting proxy rules and nomination procedures. - All 13 director nominees elected; advisory say-on-pay approved with 892.5M votes for. - Stockholder proposal for independent board chairman (242.9M for) and special meeting right (failed at 80% threshold) not approved. - Auditor Ernst & Young ratified; annual say-on-pay frequency adopted. ## SEC filing metadata - accession: 0001104659-23-061988 - form_type: 8-K - ticker: COP - cik: 0001163165 - company_name: CONOCOPHILLIPS - filed_at: 2023-05-18T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/tm2316025d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-061988 - JSON: https://secwatch.observer/filing/0001104659-23-061988.json - Plain text: https://secwatch.observer/filing/0001104659-23-061988.txt ## Key facts - Governance Changes CONOCOPHILLIPS: Amended and restated bylaws to modify stockholder list provisions, proxy card color, procedural mechanics for director nominations and stockholder business, special meeting actions, and other technical revisions (effective 2023-05-16). - Change: bylaw amendment - Effective: 2023-05-16 source text: Effective May 16, 2023, the Company’s Board of Directors amended and restated the Company’s bylaws in the form attached as Exhibit 3.1 hereto (as so amended and restated, the “Amended and Restated Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders rejected Stockholder Proposal – Report on Tax Payments at the 2023-05-16 meeting. - Outcome: failed - Meeting: 2023-05-16 source text: A stockholder proposal for the Company to issue a tax transparency report to shareholders, at reasonable expense and excluding confidential information, prepared in accordance with the requirements and recommendations set forth in the Global Reporting Initiative’s (GRI) Tax Standard, including disclosure of payments to governments was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders rejected Stockholder Proposal – Independent Board Chairman at the 2023-05-16 meeting. - Outcome: failed - Meeting: 2023-05-16 source text: A stockholder proposal for the Company to adopt an enduring policy and amend the governing documents as necessary in order that two (2) separate people hold the office of the Chairman and the office of the CEO was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders approved Advisory Vote on the Compensation of our Named Executive Officers at the 2023-05-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-16 source text: The advisory vote on the compensation of our Named Executive Officers was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders approved Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm at the 2023-05-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-16 source text: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders approved Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers at the 2023-05-16 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-16 source text: The frequency receiving the highest number of votes on the advisory vote on the frequency of the vote on the compensation of our named executive officers was one year. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders rejected Stockholder Proposal – Report on Lobbying Activities at the 2023-05-16 meeting. - Outcome: failed - Meeting: 2023-05-16 source text: A stockholder proposal for the Company to provide a full, detailed disclosure of its direct and indirect lobbying activities and expenditures to assess whether its lobbying is consistent with the Company’s expressed goals and in shareholders’ best interests was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders approved Election of Directors at the 2023-05-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-16 source text: All 13 nominated directors were elected to serve a one-year term. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders approved Adoption of 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips at the 2023-05-16 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-16 source text: The adoption of the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders rejected Stockholder Proposal – Share Retention Until Retirement at the 2023-05-16 meeting. - Outcome: failed - Meeting: 2023-05-16 source text: A stockholder proposal for the Company to disclose if, and how, it seeks to require that Named Executive Officers retain a significant percentage of shares acquired through equity compensation programs until reaching normal retirement age was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm - Shareholder Votes CONOCOPHILLIPS shareholders rejected Adoption of Amended and Restated Certificate of Incorporation to Provide Stockholders with the Right to Call a Special Meeting at the 2023-05-16 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-05-16 source text: The adoption of an Amended and Restated Certificate of Incorporation to provide stockholders with a combined 20% of the Company’s outstanding shares the right to call a special meeting was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1163165/000110465923061988/0001104659-23-061988-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.